Crane Harbor Acquisition Corp-A SEC Filings

Crane Harbor Acquisition Corp. announced that it and Xanadu Quantum Technologies have confidentially submitted a draft registration statement on Form F-4 to the SEC for their previously disclosed business combination. The filing explains that a newly formed holding company, NewCo, is expected to acquire both Crane Harbor and Xanadu, and that the Form F-4 will include a proxy statement/prospectus for Crane Harbor shareholders and a prospectus for the securities to be issued to Xanadu shareholders.

Once the registration statement is publicly filed and declared effective, definitive proxy materials will be mailed to Crane Harbor shareholders for a vote on the transaction. The report also contains extensive forward-looking statements and risk disclosures, including Xanadu’s emerging-technology profile, historical losses, going concern doubts, reliance on key personnel and strategic partners, potential shareholder redemptions at Crane Harbor, and the need for multiple shareholder and regulatory approvals before the deal can close.

Crane Harbor Acquisition Corp. reported that it and Xanadu Quantum Technologies have confidentially submitted a draft registration statement on Form F-4 to the SEC through a newly formed entity, NewCo, in connection with their previously announced business combination agreement. The Form F-4 will include a proxy statement/prospectus for Crane Harbor shareholders and a prospectus for the securities to be issued to Xanadu shareholders. Once the Form F-4 is publicly filed and declared effective, a definitive proxy statement/prospectus will be mailed to Crane Harbor shareholders for their vote on the proposed transaction. The filing also highlights extensive forward-looking statement disclaimers and risk factors related to Xanadu’s emerging quantum computing business, its financial condition, regulatory and market uncertainties, and potential closing and redemption risks for the transaction.

Crane Harbor Acquisition Corp. (CHAC) disclosed a Form 3 for director Edward Cohen, establishing his status as an insider under Section 16. The filing states that, as of the event date 04/24/2025, he beneficially owns no securities of the company. This is an initial ownership report and is administrative in nature, providing a baseline record of Cohen’s holdings at the time he became a reporting insider.

Crane Harbor Acquisition Corp. and Xanadu Quantum Technologies are pursuing a proposed business combination that would take Xanadu public on the TSX and NASDAQ through a SPAC structure. An article reproduced in this communication notes that Xanadu aims to list in early 2026 and, according to CEO Christian Weedbrook, has raised $275 million (U.S.) from private investors, with an additional $224 million (U.S.) expected from Crane Harbor, implying a combined value of about $3.1 billion (U.S.). Xanadu has also advanced to Stage B of DARPA’s Quantum Benchmarking Initiative, which includes potential funding of $15 million (U.S.) for participants and up to $300 million (U.S.) for Stage C finalists. Weedbrook describes plans to use the capital to build what he calls the world’s first quantum data centre by 2029 in Toronto. The communication explains that the transaction will be submitted to shareholders, and that a Form F-4 registration statement with a proxy statement/prospectus will be filed with the SEC for investors to review before any vote.

Crane Harbor Acquisition Corp. (CHAC) filed a Rule 425 communication featuring an interview with Xanadu’s CEO about their proposed business combination. The discussion highlights a $275 million PIPE, with over 90% from new investors, and notes strategic participation by industry partners. The combined company is expected to list on NASDAQ and the Toronto Stock Exchange, and the transaction will proceed after the registration statement is declared effective and shareholder approvals.

The interview also touches on Xanadu’s focus on fault-tolerant quantum computing, potential government contracts, and workforce plans. Shareholders are directed to review the forthcoming Form F-4 proxy statement/prospectus for detailed terms and voting information, which will be available via the SEC’s website once effective.

Crane Harbor Acquisition Corp. (CHAC) filed its quarterly report for the period ended September 30, 2025. The SPAC reported Q3 net income of $1,918,512, driven by $2,425,410 of interest earned on assets held in its trust. The trust held $223,843,371 as of quarter-end, while cash outside the trust was $572,424 and working capital was $607,335.

Class A ordinary shares subject to possible redemption totaled 22,000,000, recorded at $10.17 per share redemption value. Transaction costs tied to the IPO were $13,786,773, including a $8,800,000 deferred underwriting fee. Management disclosed that its liquidity position raises substantial doubt about the company’s ability to continue as a going concern, with plans to address this via a business combination. After quarter-end, on November 3, 2025, CHAC entered into a Business Combination Agreement with Xanadu Quantum Technologies Inc., under which a new Ontario corporation is expected to list on Nasdaq upon closing.

Crane Harbor Acquisition Corp. filed a Rule 425 communication featuring a Xanadu press release announcing advancement to Stage B of DARPA’s Quantum Benchmarking Initiative, with eligibility for up to $15 million in funding. Stage B involves a year-long review of development, scaling, and cost strategies as Xanadu outlines a roadmap to fault-tolerant, utility-scale photonic quantum computing.

The communication also notes a proposed business combination between Xanadu and Crane Harbor that is expected to provide approximately US$500 million in gross proceeds, assuming no redemptions from the trust account. The combined company is expected to list on Nasdaq and the Toronto Stock Exchange.

Crane Harbor Acquisition Corp. (CHAC) outlined its proposed business combination with Xanadu Quantum Technologies, explaining how employee stock options and shares will convert into securities of a new parent, Xanadu Quantum Technologies Limited (Newco). Newco’s subordinate voting shares are expected to trade on the Nasdaq and the TSX following closing, targeted for late Q1 or early Q2 2026.

Existing Xanadu option holders will receive Newco options based on an Exchange Ratio calculated at closing. The ratio equals U.S. $3,000,000,000 (agreed pre‑closing equity value) divided by U.S. $10 (agreed Newco share price), then divided by Xanadu’s fully diluted share count. Resulting Newco option share counts are rounded down; exercise prices are divided by the Exchange Ratio, converted to U.S. dollars using the Bank of Canada daily rate, and rounded up to the nearest cent. Options for Xanadu voting common convert into multiple voting shares of Newco (10 votes per share); options for non‑voting common convert into subordinate voting shares (1 vote per share). Previously exercised Xanadu shares will convert into Newco shares using the same Exchange Ratio.